résumé ni awb - aug k conv dividendes _version anglaise_

1

Ospectus

P RO S P ECTU S S UMMARY

ATTIJARIWAFA BANK

CAPITAL INCREASE BY OPTIONAL CONVERSION OF 2012 DIVIDENDS INTO NEW

SHARES OF ATTIJARIWAFA BANK

Total maximum amount of the transaction: MAD 905 593 887

Capital increase by optional conversion of 2012 dividends

Maximum number of shares to be issued 3 018 646 shares

Issue price MAD 300 per share

Face value MAD 10 per share

Total maximum amount of the transaction MAD 905 593 887

Subscription period: from May 22nd, 2013 to June 18

th, 2013 inclusive

ISSUE RESERVED FOR HOLDERS OF ATTIJARIWAFA BANK SHARES (2012 COUPON

ATTACHED)

Counseling and global coordinator agency ATTIJARI FINANCES CORP.

Agency in charge of the registration of the

operation in the Stock Exchange of

Casablanca ATTIJARI INTERMEDIATION

Centralizing agency

ATTIJARIWAFA BANK

Approval of CONSEIL DEONTOLOGIQUE DES VALEURS MOBILIERES (Financial authority) In accordance with the provisions of the circular of the CDVM, delivered in application of Section 14 of the Decree n° 1-93-

212 of September 21st, 1993 related to the Conseil Déontologique des Valeurs Mobilières (CDVM) and to the information

required from legal entities issuing securities to the public, as amended and extended, the original copy of the present

prospectus has been approved by the CDVM on May 8th, 2013 under the reference VI/EM/011/2013.

Prospectus summary of ATTIJARIWAFA Bank – Issue of subordinated bonds 2

WARNING

The CDVM approved, on May 8th, 2013, a prospectus summary related to the increase of the

capital of Attijariwafa bank by optional conversion of dividends.

The prospectus approved by the CDVM is available at any time or within 48 hours at the

following places:

• The headquarters of Attijariwafa bank: 2, boulevard Moulay Youssef -Casablanca.

Phone: 05.22.29.88.88;

• Attijari Finances Corp.: 163, avenue Hassan II - Casablanca.

Tel: 05.22.47.64.35.

• Account holders

The prospectus is at the disposal of public at the headquarters of the Stock Exchange of

Casablanca and on its website www.casablanca-bourse.com. It is also available on the website of

the CDVM www.cdvm.gov.ma.


PART I : PRESENTATION OF THE OPERATION

I. OBJECTIVE OF THE OPERATION

Attijariwafa bank continues the carrying out of its development strategy:

� At the international level, especially by enhancing its presence in the Maghreb area and developing

its activities in Central and Western Africa ;

� In the local market by banking, financing the big projects of the Kingdom and retail financing by

purchase loans and household equipment.

This operation of capital increase by optional conversion of dividends aims at the strengthening of the

current regulatory capital of Attijariwafa bank to manage its international and local development.

In the same context, Attijariwafa bank has decided to carry out in 2013 the issue of subordinated bonds

for a maximum amount of MAD 1,250,000,000, subject of the prospectus approved by the CDVM on

May 3th, 2013 under the reference VI/EM/007/2013.

The funds collected from the current capital increase by optional conversion of dividends are classified

in the capital of the bank base in accordance with the chart of accounts of loan institutions.

II. STRUCTURE OF THE CAPITAL INCREASE

The Extraordinary general meeting, held on April 02nd, 2013, decided to authorize an increase of the

capital of Attijariwafa bank of a maximum amount (including share premium) of

905 593 887 Dh, by proposing to every shareholder an option to receive 50% at most of the 2012

dividend in shares of Attijariwafa bank.

If all shareholders choose to receive 50% at most of the 2012 dividend in shares of Attijariwafa bank,

this capital increase will reach a total maximum amount (including the issue premium) of

MAD 905 593 887 (Excluding the legal holdbacks).

MAXIMUM AMOUNT OF THE OPERATION (In MAD)

2012 profit available for distribution 3 315 790 223

Dividends’ distribution (Gross) 1 811 187 774

Option of converting 50 % of the maximum of dividends into shares (Maximum amount of the operation,

excluding the legal holdbacks) 905 593 887

Share of the dividend (Gross) payable in cash 905 593 887

Source: ATTIJARIWAFA Bank

This capital increase will be carried out by the issue of a maximum number of 3,018,646 new shares

with a face value of MAD 10 each, and with an issue premium of MAD 290 each, i.e. an issue price of

MAD 300 per share.

The amount of this capital increase by conversion of 2012 dividends may change from MAD 0 to MAD

905,593,887 (Excluding the legal holdbacks) according to the contribution of the shareholders.

III. INFORMATION ABOUT THE ISSUED SECURITIES

Nature of securities Shares of Attijariwafa bank, all of the same category.

Form of securities To the bearer, fully dematerialized and registered in an account in

Maroclear.

Maximum number of securities to be

issued 3,018, 646 shares

Issue price MAD 300

Face value MAD 10


Issue premium MAD 290

Dividend date January 1st, 2013

Payment of securities The issued shares will be fully paid up and free of any bond.

Listing of new securities The shares resulting from the current capital increase will be listed

on the 1st Line.

Rights attached to the acquired shares All shares will benefit from the same rights in the distribution of

the liquidation surplus. Each share entitles to a voting right in

meetings.

IV. STOCK EXCHANGE LISTING

IV.1. OPERATION SCHEDULE

ORDER STAGES DEADLINE

1 Reception of the complete file of the operation by the Casablanca Stock Exchange May 7th, 2013

2 Issue of the operation approval notice by the Casablanca Stock Exchange May 8th, 2013

3 Reception of the prospectus approved by the CDVM by the Casablanca Stock Exchange May 8th, 2013

4 Publication of notice setting out payment terms and conditions, clearing of order book and

adjustment of share price in the official stock list

May 10th, 2013

5 Publication of notice setting out listing characteristics of the new shares and transaction

timetable in the official stock list

May 10th, 2013

6 Publication of an abstract of the prospectus by Attijariwafa bank in a journal of legal notices May 13th, 2013

7 Ex-dividend date/ Adjustment of the characteristics of the value listing and Adjustment and

cleaning of the order book.

May 17th, 2013

8 Opening of period for exercising option to convert 2012 dividends into shares May 22nd, 2013

9 Closing of period for exercising option to convert 2012 dividends into shares June 18th, 2013

10 Meeting of regulatory body in charge of approving capital increase by optional conversion of

2012 dividends into new shares

June 25th, 2013

11 Reception by the Casablanca Stock Exchange of the minutes of the meeting of the institution

which ratified the capital increase by optional conversion of 2012 dividends into new shares.

June 26th, 2013

12 Reception of the global results of the operation by the Casablanca Stock Exchange June 26th, 2013

13 Payment / Delivery of the new securities June 27th, 2013

14 Admission of the new securities on the 1st Line and registration of the operation June 28th, 2013

15 Publication of the capital increase results in the Official Stock by the Casablanca Stock

Exchange

June 28th, 2013

16 Payment of the 2012 dividend’s remainder in cash July 3th, 2013

PART II: GENERAL OVERVIEW OF ATTIJARIWAFA BANK

I. GENERAL INFORMATION

Company name ATTIJARIWAFA Bank

Headquarters 2, boulevard Moulay Youssef – Casablanca 20 000

Phone / Fax Phone: 0522.29.88.88

Fax: 0522.29.41.25

Web site www.attijariwafabank.com

Legal form Public Limited Company with a Board of Directors


Incorporation date 1911

Company life May 31st, 2060 (99 years)

Trade Register Casablanca Trade Register n°333

Financial Year From January the 1st to December the 31

st

Company purpose

(Section 5 Articles of Association)

« The purpose of the company is in all countries, to perform all Banking,

finance, credit, commission operations and generally, under the

restrictions stipulated by the applicable legal provisions, any operations

directly or indirectly related to this purpose, mainly, the following

operations, the list of which is not exhaustive:

� Receive from the public deposits on accounts or otherwise whether

interest bearing or not, repayable on demand, upon notice or time

deposit;

� Discount all commercial papers, exchange letters, promissory notes,

checks, warrants, instruments, vouchers issued by the Public Treasury

or Local or semi-public authorities, and generally any commitments

resulting from industrial, agricultural, commercial or financial

operations or other operations conducted by public administrations,

negotiate or rediscount the aforementioned items and provide and

accept all orders, exchange letters, promissory notes, or checks, etc.;

� Grant all types of loans with or without guarantees, issue advances on

Moroccan or foreign annuities, on securities issued by the State,

public or semi-public authorities and on securities issued by Moroccan

or foreign industrial, agricultural, commercial or financial companies;

� Receive deposits of all securities and objects; accept or proceed to the

payment and recovery of exchange letters, promissory notes, checks,

warrants, interest or dividend coupons, act as intermediary for the

purchase or sale of all kinds of public funds, securities, bonds or profit

shares;

� Accept or at times in conjunction with loans or borrowings, grant

mortgages and any other types of guarantee, underwrite any guarantee

sureties or endorsements commitments, proceed to all acquisitions,

real estate or personal property as well as financial leases or rental of

buildings;

� Proceed to or participate to the issue, investment, introduction in the

market, to the negotiation of any securities of the public or private

authorities, submit any borrowings of these authorities, acquire or

dispose of any annuities, public sector securities, shares, bonds or

securities of all kinds belonging to the said authorities, ensure the

creation of corporate entities and consequently accept any offices or

powers, and when possible contribute to the capital of the said

companies;

� Establish in any place inside or outside Morocco, subsidiaries,

branches, offices and affiliates required for performing the

aforementioned operations;

Acquire stakes in already existing businesses or companies in the process

of creation, provided adherence to the limits set with regard to

shareholders’ equity and registered capital or voting rights of the

issuing company in accordance with the applicable regulations. And

generally all operations in connection with the corporate purpose. »

Share capital on 12/31/2012 MAD 2,012,430,860 fully paid up, consisting of 201,243,086 shares with

a face value of MAD 10.

Legal documents The legal documents of the company, mainly the articles of associations,

companies articles and General Meetings and auditors’ reports may be

consulted at ATTIJARIWAFA Bank Headquarters.


List of the laws applicable on the

issuer

Due to its legal form, ATTIJARIWAFA Bank is governed by Moroccan

law and Law N°17-95, promulgated by the Decree n°1-96-124 of August

30th, 1996 on public limited Companies as amended and supplemented by

Law 20-05;

Due to its activity, ATTIJARIWAFA Bank is governed by Royal Decree

N°1-05-178 of February 14th, 2006) promulgating the Law n°34-03

related to credit institutions and similar entities ;

Due to the listing of its shares on the Casablanca Stock Exchange, it is

subject to all applicable laws and regulations related to the financial

markets and in particular:

� The Royal Decree N°1-93-211 of September 21st, 1993 on the Stock

Exchange as amended and supplemented by laws 34-96, 29-00, 52-01

and 45-06.

� General Rules of the Stock Exchange approved by the Ordinance of

the Minister of Economy and Finance N° 499-98 of July 27th, 1998

and amended by the Ordinance of the Minister of Economy, Finance,

Privatization and Tourism N° 1960-01 of October 30, 2001. This latter

was modified by the amendment of June 2004 that came into force in

November 2004 and by Ordinance N° 1268-1208 dated July 7th, 2008.

� Royal Decree N° 1-93-212 of 4 Rabi II 1414 (September 21st, 1993)

relating to the Moroccan Financial Markets Authority (CDVM) and to

the information required from listed entities as amended and

supplemented by Laws N° 23-01, 36-05 and 44-06

� The General Rules of CDVM as approved by the Ordinance of the

Minister of Economy and Finance N° 822 08 of April 14th, 2008,

� The Royal Decree N° 1-95-3 of January 26th, 1995promulgating the

Law N° 35-94 and the Ordinance of the Ministry of Finance and

External Investments N° 2560-95 of October 9th, 1995 on tradable

debt securities.

� The Decree n°1-96-246 of January 9th, 1997 promulgating the law

n°35-96 relating to the creation of the Central Depository and the

establishment of a general system of registration in accounts of some

securities, amended and supplemented by Law N° 43-02

� The General rules of the Central Depository approved by the

Ordinance of the Minister of Economy and Finance N° 932-98 dated

April 16th, 1998 and amended by the Ordinance of the Minister of

Economy, Finance, Privatization and Tourism N° 1961-01 of October

30th, 2001.

� The Royal Decree N° 1-04-21 of April 21st, 2004 promulgating the

Law N° 26-03 relating to public offerings on the stock market and

amended by the Law 46-06

� The circular of BANK AL MAGHRIB n°2/G/96 of January 30th, 1996

related to the deposit certificates and its amendment.

Tax system As a credit institution, ATTIJARIWAFA Bank is subject to the corporate

tax (37%) and to VAT (10%).

Competent court in the event of

dispute Trade Court of Casablanca


II. INFORMATION ABOUT THE SHARE CAPITAL OF THE ISSUER1

On December 31st, 2012, the capital of ATTIJARIWAFA Bank amounted to MAD 2 012 430 860,

divided into 201 243 086 shares with a nominal value of MAD10 each. The capital allocation is as

follows:

Shareholders Address

Number of

held

securities

% of

capital

% of voting

rights

1- National shareholders 151 277 434 75.17% 75.17%

1-1- SNI Group 94 272 485 46.85% 46.85%

SNI Angle rue d'Alger et Duhaume -

Casablanca 94 200 525 46.81% 46.81%

Various subsidiaries SNI NA* 71 960 0.04% 0.04%

1-2- Insurance companies 35 099 219 17.44% 17.44%

MAMDA & MCMA Group 16 rue Abou Inane - Rabat 16 379 156 8.14% 8.14%

RMA-Watanya 83 avenue des FAR - Casablanca 2 683 942 1.33% 1.33%

Wafa Assurance 1 rue Abdelmoumen - Casablanca 13 257 604 6.59% 6.59%

Axa Assurances Maroc 120 avenue hassan II - Casablanca 2 778 517 1.38% 1.38%

1-3- Other institutions 21 905 730 10,89% 10.89%

Régime Collectif d'Allocation et de

Retraite

Angle rue d'Alger et Duhaume -

Casablanca 7 839 293 3.90% 3.90%

Caisse de Dépôt et de Gestion (CDG) 140 Place My El Hassan - Rabat 4 694 810 2.33% 2.33%

Wafa Corp 42 bdAbdelkrim Al Khattabi - Casablanca 57 602 0.03% 0.03%

CaisseMarocaine de Retraite 2 avenue des Alaouites - Rabat 4 616 769 2.29% 2.29%

CIMR 100 BdAbdelmoumen - Casablanca 4 697 256 2.33% 2.33%

2- Foreign shareholders 10 715 614 5.32% 5.32%

Santusa Holding Paseo de la Castellana n°24 - Madrid

(Spain) 10 715 614 5.32% 5.32%

3- Floating 39 250 038 19.50% 19.50%

OPCVM and others NA* 29 078 327 14.45% 14.45%

Bank staff NA* 10 171 711 5.05% 5.05%

Total 201 243 086 100.00% 100.00%

Source: ATTIJARIWAFA Bank - * Non applicable

1 SNI has become the reference shareholder of ATTIJARIWAFA Bank up to 46.85 %, as a result of the absorption merger of ONA by SNI, which took place on December 31st, 2010.


III. BOARD OF DIRECTORS OF ATTIJARIWAFA BANK

On March the 31st, 2013, ATTIJARIWAFA Bank was managed by a Board of Directors composed of

10 members and chaired by Mr. Mohamed EL KETTANI.

Directors Appointment

date*

Expiry of term of office

Mr. Mohamed EL KETTANI

Chairman of the Board of Directors 2008

General Meeting called to approve the 2014 financial

statements

Mr. Antonio ESCAMEZ TORRES

Deputy Chairman, representing Grupo

Santander

Managing Director Advisor

2012


statements

SIGER

Represented by Mr. Mounir EL MAJIDI

Chief Executive Officer

2009


statements

SNI

Represented by Mr. Hassan BOUHEMOU

Chief Executive Officer

2011


statements

Mr. José REIG

Director, representing Santusa Holding

Deputy Managing Director

2012


statements

Mr. Abed YACOUBI SOUSSANE

Director, representing MAMDA-MCMA

President of MAMDA-MCMA

2011


statements

Mr. Javier HIDALGO BLAZQUEZ

Director, representing Grupo Santander


2012


statements

Grupo Santander

Represented by Mr. Manuel VARELA


2008


statements

M. Hassan OURIAGLI 2011


statements

Mme Wafaa GUESSOUS

Board Secretary 2000 -

Source: ATTIJARIWAFA Bank - * Appointment or renewal of the term of office

IV. ADMINISTRATIVE CHART OF ATTIJARIWAFA BANK

The administrative chart of ATTIJARIWAFA Bank Group on December 31st, 2012 is as follows:

Prospectus summary of ATTIJARIWAFA Bank – Issue of subordinated bonds

9 9

Source : ATTIJARIWAFA Bank

Board of Directors

Strategic CommitteeAudit and Accounting

Committee

Nomination and

remuneration CommitteeMajor Risks Committee

CEO

Mohamed EL KETTANI

Group General Management

Committee

Mohamed EL KETTANI : PDG

Omar BONJOU : DG

Boubker JAI : DG

Ismail DOUIRI : DG

Global management of group risks

Talal El BELLAJ

Wafa Assurance

Mohamed Ramses ARROUB

Counterparty risks

Saïd ENNABIH

Market Risks

Fouad KHENNACH

Operational, Legal, IT and

Human risks

Moncef ALAOUI

Recovery Group

Abdellah MOUFARREH

Human Resources Group

Omar GHOMARI

General group Audit

Smaïl EL FILALI

Communication & PR

Saloua BENMEHREZ

Compliance Group

Abderrazzak LAMRANI

Management and

Coordination Committee Representative

Mouna KADIRI

Corporate and Investment Banking, Capital

Markets and Financial Subsidiaries Division

Boubker JAI

Corporate and

Investment Banking

Youssef ROUISSI

Capital Market Banking

Chakib ERQUIZI

Transactional Banking

Hassan EL BEDRAOUI

International Retail Bank

Mounir OUDGHIRI

Specialized financing

compabnies

Mohamed HAITAMI

Attijari bank -Tunisia

CBAO - Senegal

SIB - Ivory Coast

UGB - Gabon

BIM - Mali

SCB - Cameroon

CDC - Congo

CDS - Senegal

Attijari bank -Mauritania

CBAO - Burkino Faso

Finance, Technology and Operations

division

Ismail DOUIRI

Legal Advisory Group

Malika EL YOUNIS

Supply chain and

logistics Group

Wafaa GUESSOUS

Services and treatments

Group

Mohamed SOUSSI

IT Group

Soumaya

LRHEZZIOUI

Finance Group

Rachid KETTANI

Organisation and

reengineering

Anass SBAI

Strategy and

Development Group

Ismail DOUIRI (pi)

Quality Group

Salima Ayouche

Retail Banking Division

Omar BONJOU

Center-South Regional management

Saad BENJELLOUN

Center-North Regional management

Said SEBTI

North-west Regional management

Saad BENWAHOUD

North-East Regional management

Rachid EL BOUZIDI

South Regional management

Fouad MAGHOUS

South-West Regional management

Mohamed BOUBRIK

Corporate Market

Hassan BERTAL

Market of Individual and

professional customers and

Moroccans residing abroad

Driss MAGHRAOUI

Private banking

Noufissa KESSAR

Attjariwafa bank Europe

Mouawia ESSEKELLI

Support service andresources

Younes BELABED

Multichannel

Noureddine BOUSTANI

Board of Directors

Strategic CommitteeAudit and Accounting

Committee

Nomination and

remuneration CommitteeMajor Risks Committee

CEO

Mohamed EL KETTANI

Group General Management

Committee

Mohamed EL KETTANI : PDG

Omar BONJOU : DG

Boubker JAI : DG

Ismail DOUIRI : DG

Global management of group risks

Talal El BELLAJ

Wafa Assurance

Mohamed Ramses ARROUB

Counterparty risks

Saïd ENNABIH

Market Risks

Fouad KHENNACH

Operational, Legal, IT and

Human risks

Moncef ALAOUI

Recovery Group

Abdellah MOUFARREH

Human Resources Group

Omar GHOMARI

General group Audit

Smaïl EL FILALI

Communication & PR

Saloua BENMEHREZ

Compliance Group

Abderrazzak LAMRANI

Management and

Coordination Committee Representative

Mouna KADIRI

Corporate and Investment Banking, Capital

Markets and Financial Subsidiaries Division

Boubker JAI

Corporate and

Investment Banking

Youssef ROUISSI

Capital Market Banking

Chakib ERQUIZI

Transactional Banking

Hassan EL BEDRAOUI

International Retail Bank

Mounir OUDGHIRI

Specialized financing

compabnies

Mohamed HAITAMI

Attijari bank -Tunisia

CBAO - Senegal

SIB - Ivory Coast

UGB - Gabon

BIM - Mali

SCB - Cameroon

CDC - Congo

CDS - Senegal

Attijari bank -Mauritania

CBAO - Burkino Faso

Finance, Technology and Operations

division

Ismail DOUIRI

Legal Advisory Group

Malika EL YOUNIS

Supply chain and

logistics Group

Wafaa GUESSOUS

Services and treatments

Group

Mohamed SOUSSI

IT Group

Soumaya

LRHEZZIOUI

Finance Group

Rachid KETTANI

Organisation and

reengineering

Anass SBAI

Strategy and

Development Group

Ismail DOUIRI (pi)

Quality Group

Salima Ayouche

Retail Banking Division

Omar BONJOU

Center-South Regional management

Saad BENJELLOUN

Center-North Regional management

Said SEBTI

North-west Regional management

Saad BENWAHOUD

North-East Regional management

Rachid EL BOUZIDI

South Regional management

Fouad MAGHOUS

South-West Regional management

Mohamed BOUBRIK

Corporate Market

Hassan BERTAL

Market of Individual and

professional customers and

Moroccans residing abroad

Driss MAGHRAOUI

Private banking

Noufissa KESSAR

Attjariwafa bank Europe

Mouawia ESSEKELLI

Support service andresources

Younes BELABED

Multichannel

Noureddine BOUSTANI

Prospectus summary of ATTIJARIWAFA bank – Capital increase by optional conversion of dividends

10

V. FINANCIAL STATEMENT OF AGGREGATE ACCOUNTS OF ATTIJARIWAFA BANK

Balance Sheet 2010-2012

ASSETS 2010 2011 2012

Cash values, Central banks, Public Treasury, services of postal checks

9 704 499 8 883 843 5 806 876

Loans due on credit and similar institutions 29 580 619 29 439 482 28 835 051

Current 3 136 973 5 726 467 7 382 447

On the long term 26 443 646 23 713 015 21 452 604

Customer debts 138 803 053 157 605 524 167 656 801

Cash and consumer loans 46 871 043 54 250 125 55 833 656

Equipment loans 43 032 617 49 681 787 53 314 599

Mortgage loans 45 069 432 50 256 714 54 357 429

Other loans 3 829 961 3 416 898 4 151 117

Factoring loans 0 609 141 2 400 812

Transaction and investment securities 29 908 542 37 540 273 52 216 361

Treasury bills and similar securities 16 594 647 25 773 986 36 395 703

Other loan securities 5 292 932 1 428 155 3 873 126

Equities 8 020 963 10 338 132 11 947 532

Other assets 3 725 029 2 165 642 2 259 048

Investment securities 0 0 0

Treasury bills and similar securities 0 0 0

Other loan securities 0 0 0

Equity securities and similar uses 10 859 413 12 190 156 12 214 528

Subordinated debts 0 0 0

Assets under lease and tenancy 550 404 695 773 812 977

Intangible assets 1 775 679 1 858 483 1 735 941

Tangible assets 2 552 874 2 340 178 2 228 128

TOTAL ASSETS 227 460 112 253 328 494 276 166 523

In KMAD


11

LIABILITIES 2010 2011 2012

Central banks, Public Treasury, services of postal checks

0 0 0

Debts owed to credit and similar institutions 21 921 800 35 638 653 46 972 640

Current 7 076 666 7 588 676 5 638 961

On the long term 14 845 134 28 049 978 41 333 679

Customer’s deposits 157 047 962 165 590 451 171 916 418

Creditors’ current accounts 91 145 133 99 859 627 102 630 602

Savings accounts 18 961 677 20 717 644 22 108 436

Time deposits 39 751 445 38 715 162 40 671 312

Other creditors’ accounts 7 189 707 6 298 019 6 506 068

Issued loan securities 8 334 259 10 189 227 9 211 756

Issued tradable loan securities 8 334 259 10 189 227 9 211 756

Issued debenture loans 0 0 0

Other issued debt securities 0 0 0

Other liabilities 10 124 681 9 214 395 11 205 467

Reserves for risks and costs 849 752 880 241 1 277 205

Regulated reserves 0 0 0

Subsidies, restricted public funds and special funds of guarantee 0 0 0

Subordinated debts 9 347 844 10 370 972 10 369 269

Revaluation differences 420 420 420

Reserves and capital related premiums 14 896 000 16 358 000 19 890 529

Capital 1 929 960 1 929 960 2 012 431

Shareholders ,unpaid capital (-) 0 0 0

Opening balance (+/-) 909 1 497 691

Net income pending allocation (+/-) 0 0 0

Net income of the FY (+/-) 3 006 525 3 154 677 3 309 697

TOTAL OF LIABILITIES 227 460 112 253 328 494 276 166 523

In KMAD


12

Income and expenditures accounts 2010-2012

INCOME AND EXPENDITURE ACCOUNTS 2010 2011 2012

I. BANK OPERATING INCOME

Interests and similar revenues on transactions with credit loans 1 152 758 1 112 246 1 036 167

Interests and similar revenues on transactions with customers 7 619 171 8 432 809 9 425 291

Similar interests and revenues on issued loan securities 421 715 397 555 260 065

Revenues on equities 855 487 886 480 1 272 505

Revenues on assets lease and tenancy 117 287 146 308 151 931

Commissions on service provision 1 073 729 1 132 225 1 252 387

Other banking revenues 2 061 124 1 962 113 2 516 119

TOTAL I 13 301 271 14 069 736 15 914 465

II. BANK OPERATING COSTS

Interests and similar costs on transactions with credit loans 739 081 711 245 1 264 630

Interests and costs on transactions with customers 2 428 329 2 488 750 2 648 203

Interests and similar costs on issued loan securities 205 109 420 663 394 061

Costs on assets in lease and in tenancy 99 295 135 418 102 038

Other banking costs 1 591 224 1 340 599 1 840 236

TOTAL II 5 063 038 5 096 674 6 249 168

III. NET BANKING INCOME 8 238 233 8 973 062 9 665 297

Non-banking operating income 64 100 31 413 72 100

Non-banking operating costs 32 781 1 0

IV. GENERAL OPERATING COSTS

Staff costs 1 377 972 1 540 770 1 610 608

Taxes and duties 91 593 101 056 101 681

External costs 1 220 930 1 278 854 1 437 987

Other general operating costs 9 280 7 098 4 627

Allocation to depreciation and provisions of tangible and intangible assets

418 130 406 890

TOTAL IV 3 113 867 3 345 908 3 561 793

V. ALLOCATION TO PROVISIONS AND LOSSES ON BAD DEBTS

Allocation to provisions on debts and pending commitments by signature 1 095 966 1 058 640 1 014 095

Losses on bad debts 434 499 783 859 266 178

Other allocations to bad debts 238 366 380 658 464 387

TOTAL V 1 768 831 2 223 157 1 744 661

VI. PROVISION WRITE-OFF AND REVERSAL OF DEPRECIATED

LOANS

Provision write-off for debts and pending commitments by signature 760 714 831 081 427 927

Reversals of depreciated loans 72 645 74 056 87 341

Other provisions write-off 133 070 288 703 59 183

TOTAL VI 966 429 1 193 840 574 451

VII. CURRENT PROFITS 4 353 283 4 629 248 5 005 394

Non-current income 1265 297 1367

Non-current costs 9 338 25 031 187 049

VIII. PRE-TAX PROFIT 4 345 210 4 604 514 4 819 712

Profit tax 1 338 685 1 449 837 1 510 015

IX. Net profit of the FY 3 006 525 3 154 677 3 309 697

In KMAD


13

VI. FINANCIAL STATEMENT OF CONSOLIDATED ACCOUNTS IFRS

Consolidated balance sheet 2010-2012

2010 2011 2012

ASSETS

Central banks, Public Treasury, services of postal checks 13 374 249 13 817 615 10 697 230

Financial assets at fair value through profit or loss 23 776 381 36 111 566 47 428 881

Hedging derivatives 0 0 0

Financial assets held for sale 29 921 521 25 965 979 27 191 660

Loans and receivables to credit and similar institutions 16 912 923 15 164 488 14 005 154

Customer loans and receivables 200 216 617 230 681 667 247 628 093

The fair value revaluation of portfolio hedges on assets 0 0 0

Investments held till their maturity date 0 0 0

Current tax assets 135 373 72 623 87 099

Deferred tax assets 625 727 381 699 467 125

Accruals and deferred income and other assets 7 011 157 6 301 601 6 632 060

Non-current assets held for transfer 0 150 209 27 698

Policy holders cc deferred profit sharing 816 307 501 467 0

Investments in equity-consolidated companies 108 935 110 980 110 396

Investment properties 1 319 993 1 158 463 1 246 494

Tangible assets 4 647 412 5 077 373 4 953 658

Intangible assets 1 396 860 1 339 331 1 208 857

Purchased goodwill 6 391 864 6 616 988 6 620 472

Total assets 306 655 318 343 452 049 368 304 877

LIABILITIES

Central banks, Public Treasury, services of postal checks 164 915 227 490 262 444

Financial liabilities at fair value through profit or loss 3 390 320 2 591 760 972 159

Hedging derivatives 0 0 0

Loans and receivables to credit and similar institutions 23 006 975 34 655 547 45 084 894

Customer loans and receivables 201 447 928 218 815 270 227 019 046

Issued loan securities 11 872 036 15 613 534 17 726 877

The fair value revaluation of portfolio hedges on liabilities 0 0 0

Current tax liabilities 133 609 636 759 227 455

Deferred tax liabilities 1 837 115 1 384 100 1 496 691

Accruals and deferred income and other liabilities 8 350 041 8 763 194 9 248 179

Liabilities associated to non-current assets held for sale 0 0 0

Technical provisions of insurance agreements 17 579 940 18 602 128 19 088 075

Provisions for risks and costs 1 123 111 1 171 295 1 150 289

Subsidies, restricted public funds and special funds of guarantee 207 289 187 587 164 829

Subordinated debts 9 516 757 10 523 289 10 469 283

Capital and associated reserves 7 366 523 7 366 523 9 466 523

Consolidated reserves 14 992 969 17 132 734 20 500 262

Group share 11 578 042 13 759 424 16 726 955

Minority shareholding 3 414 927 3 373 310 3 773 307

Latent or deferred gains or losses, group share 921 357 478 677 118 799

Net profit of the FY 4 744 433 5 302 162 5 309 072

Group share 4 102 489 4 458 745 4 500 769

Minority share 641 944 843 417 808 302

Total liabilities 306 655 318 343 452 049 368 304 877

In KMAD


14

Consolidated income and costs IFRS 2010- 2012

2010 2011 2012

Interests and similar income 14 075 852 15 479 302 16 318 750

Interests and similar costs 5 177 078 5 713 876 6 283 180

Interest margin 8 898 774 9 765 427 10 035 570

Commissions receivables 3 113 089 3 473 516 3 926 827

Commissions payments 234 668 314 261 363 283

Commissions margin 2 878 420 3 159 255 3 563 544

Net gains and losses on financial instruments at the fair value through profit or loss 1 801 666 1 459 016 2 191 512

Net gains or losses on financial assets held for sale 776 999 927 739 508 748

Result of trading activities 2 578 664 2 386 755 2 700 260

Income of other activities 4 584 467 5 467 924 5 838 200

Costs of other activities 4 273 749 4 897 287 5 088 633

Net banking income 14 666 576 15 882 074 17 048 941

General operating costs 5 705 321 6 404 286 6 921 521

Allocation to amortizations and depreciations of tangible and intangible

assets 717 088 798 012 762 225

Gross operating result 8 244 167 8 679 776 9 365 195

Risk cost -1 218 243 -749 701 -1 221 748

Operating result 7 025 925 7 930 075 8 143 447

Share of the result of equity-consolidated companies 18 156 16 099 14 575

Net gains or losses on other assets 2 622 687 15 109

Change of goodwill purchase values 0 0 0

Pre-tax profit 7 046 703 7 946 861 8 173 131

Income taxes 2 302 270 2 644 699 2 864 059

Net result 4 744 433 5 302 162 5 309 072

External result 641 944 843 417 808 302

Net group share result 4 102 489 4 458 745 4 500 769

In KMAD


15

PART III : RISK FACTORS

The management of ATTIJARIWAFA Bank risks is centralised at the Global Risk Division (GGR)

level, which is responsible for the supervision, control and measurement of the risks facing the Group

except for operational risks.

The independence of this structure vis-à-vis the other divisions and banking activities allows ensuring

optimum objectivity to the risk taking proposals submitted to the credit committee and to their control.

I. EXCHANGE & RATE RISK

In 2005, ATTIJARIWAFA Bank decided to set up a specific control system for market risks in the

framework of the global Internal Control System in accordance with the provisions of the circular n°

6/G/2001 of Bank Al-Maghrib.

This system focuses on three action levels:

� First level internal control provided by Front Office operators required to comply with the

regulatory provisions and the policy defined by the bank with regard to follow-up and management

of risks;

� Follow-up of risks by the Middle Office on a daily basis ensuring adherence to the limits on

exchange rate and counterpart risks. It informs on a regular basis the top management and the other

control entities through a reporting system. In addition, the « Surveillance and monitoring of market

risks » entity is in charge of detecting, analyzing and following the various bank positions regarding

exchange rates and currencies to rationalize the said positions by formalized authorizations and to

be notified of any deviation from these positions. This follow-up is carried out by the following

means:

� Monthly follow-up of exposure to exchange rate risk enables retrospective calculation of the

Value at Risk (VaR) which measures the maximum potential risk related to exposure to

exchange rate risk of the institution;

� A monthly report presenting a summary of exposure to exchange rate risk of the bank in

comparison to the fixed limits.

� The control entities carry out critical and independent analyses on the quality of the system either in

the framework of audit missions or when called for upon request of the General Management.

The VaR 2 model was developed by the global risk management of ATTIJARIWAFA Bank.

It covers the Dirham rate risk as well as over-the-counter and longer term exchange risk. The choice of

the Risk-Mandrics method developed by JP Morgan to provide a measurement of VaR offers several

advantages: it is easy to implement, take account of the correlations existing between the price of assets

and take into account recent and historical price fluctuations. Therefore, the RiskMetrics method is

based on variances-covariances matrix of the performances of the portfolio assets and their composition

the portfolio.

The Global risk management provides, on a monthly basis, a detailed report indicating the calculation

and the change of the VaR and the control of the regulatory and internal limits. This model makes it

possible to proceed to back-testing which is a technique that enables the testing of the validity of

the VaR calculation model. It consists of taking as a base, the historical VaR of operations and subsequently to determine whether the VaR actually determined the potential endured loss by

comparing it to the theoretical P&L.

Moreover, the bank has established a system of internal limits to measure and control market risks.

These limits concern the trading book, exchange position, raw materials and exchange options.

2The Value at Risk represents the potential maximum loss on the value of an asset or portfolio of assets and the financial liabilities given the duration of holding and confidence interval.


16

I.1. Rate risk

The banking system is subject to a downward trend of interest rates. The performance of credits along

with a rise of the costs of resource affects the banking intermediation margins. The bank faces the risk

that the future change in interest rates may reduce the estimated net banking income.

On December the 31st, 2011, the market value of treasury bills trading portfolio amounted to 5 510

millions MAD, with a 1 day VaR of 3 681 million MAD. The major interest rate hedging used are

loans/borrowings, rate swaps and forward rate agreements (FRAs). In the absence of hedging tools,

exchange rate risk management is based on optimization of the backing of assets and liabilities

(asset/liability dynamic management) through the orientation of the strategy of deposits and loans.

On December the 31st, 2012, the value of Treasury bill trading portfolio amounted to 25 358 million

MAD with a 1 day VaR of 22.04 million MAD.

The market value of the UCITS trading portfolio (invested at 90% of the treasury bills) amounts to

11 686 Millions MAD, with a 1 day VaR of 22.47 Million MAD.

The market value of the Eurobonds Maroc portfolio amounts to 4 294 Millions MAD, with a 1 day VaR

of 10.8 Million MAD.

In addition, the following table provides the positions and the 1-10 day(s) VaR of the exchange

activities, equities and rates (outside the UCITS):

Activities Position 1 day VaR Regulatory 10 days

VaR

Exchange 2 235 827 000 279 000 882 000

Equities 55 544 847 1 778 968 5 625 872

Rates (outside the UCITS) 28 689 692 500 54 956 900 173 797 800

In thousands – Source: ATTIJARIWAFA Bank


17

I.2. Exchange risk

All banks face an exchange rate risk due to the various activities of the bank (shareholdings,

subsidiaries abroad, currency loans, swap, exchange options, forward exchange, etc.). The banking

institution may detect future exchange rates which are not in its favour and therefore realise a decrease

of its margin estimate. ATTIJARIWAFA Bank exchange rate risk on December the 31st, 2012 can be

summarised in the following table:

Currencies Position in

currencies Rate

Counter-value

(KMAD) % Capital

USD 52 209 8.439 440 593 2.27%

EUR 100 030 11.1465 1 114 984 5.74%

JPY 43 138 0.0976905 4 214 0.02%

CHF 59 9.23155 546 0.00%

GBP 300 13.703 4 106 0.02%

CAD 37 8.4805 314 0.00%

DKK 386 199 1.4939 576 942 2.97%

NOK 988 1.51615 1498 0.01%

SEK 1 456 1.29625 1 886 0.01%

DZD 2743 0.10805 296 0.00%

TND 490 5.4363 2 664 0.01%

SAR 1 450 2.25015 3 261 0.02%

KWD 82 30.011 2 473 0.01%

AED 2 199 2.2976 5 053 0.03%

LYD 74 6.7147 499 0.00%

MRO 981 0.0278485 27 0.00%

ZAR 426 0.9884 420 0.00% In thousands – Source: ATTIJARIWAFA Bank

On December the 31st, 2012, the amount of the exchange positions of the bank is as follows:

� In terms of long positions, the amount is equal to 2 150 898 KMAD

� In terms of short positions, the amount is equal to 8 458 KMAD.


18

I.3. liquidity risk

The transformation activity particular to banking institutions, necessarily implies a liquidity risk. The

maturities of use and resources, all different from each other, create gaps, in the balance sheet, between

the volume of assets and liabilities which are the origin of the liquidity risk.

In the event of structure changes, the bank might be unable to obtain liquidities under normal conditions

of volume and rate. In such case, future refund needs may result in reducing the estimated margins.

The regulatory liquidity ratio 3 is as follows:

Date Liquidity ratio in

Morocco Change

March the 31st, 06 92.80%

June the 30th, 06 87.20% -5.60 pts

December the 31st, 06 96.40% +9.20 pts

March the 31st, 07 77.60% -18.80 pts

June the 30th, 07 131.40% +53.80 pts

December the 31st, 07 107.90% -23.50 pts

June the 30th, 08 101.60% -6.30 pts

December the 31st, 08 100.60% -1.00 pt

March the 31st, 09 121.01% +20.41 pts

June the 30th, 09 100.90% -20.11 pts


March the 31st, 10 94.73% -13.25 pts

June the 30th,10 91.48% -3.25 pts


March the 31st, 11 87.02% -7.14 pts

June the 30th, 11 95.04% +8.02 pts

December the 31st, 11 95.40% 0.36 pt

June the 30th, 12 80.56% -14.84 pts

December the 31st, 12 81.63% 1.07 pt Source: ATTIJARIWAFA Bank

II. COUNTERPART RISK MANAGEMENT

In the context of a deep-seated changes occurring in Morocco, i.e. economic liberalisation, opening of

borders, customs dismantlement and the entry into force of several free trade agreements, the

counterpart risk of the banking sector could be deteriorate and therefore induce a rise in the global

litigation ratio. This trend may affected by an unfavourable economic situation.

To manage the counterpart risk, the major task of the « Credit risk » entity within the GGR is to analyse

and handle risk taking requests resulting from the group sale forces. In addition, it has the prerogative of

assessing the consistency and validity of guarantees, estimating the volume of activity of the customer

and economic adequacy of the requested financing. Each Business Unit is provided with a commitment

structure and an overlay structure clearly independent hierarchically linked to the Global Risk

Management division.

3 Relationship between the assets available in the short term, the commitments by signature received and the sight and short term receivables

and commitments by signature given. The regulatory minimum level of the liquidity ratio is set at 100% by Bank Al Maghrib.


19

II.1. Distribution of the institution’s commitments on 12/31/20124

By activity sector

The distribution of risk per economic sector received particular attention along with a prospective

analysis allowing dynamic management of bank exposure. The distribution is based on studies

expressing an opinion about the change of the different sectors and identifying the factors explaining the

risks faced by its major operators.

The distribution of commitments by sector carried over to the total of the Bank commitments at the end

of 2012 is as follows:

� Financial-holding and insurance entities represent 17%. The risks on commitments in this sector are

particularly low (96% of the commitments of specialized financial institutions are on bank

subsidiaries)

� Building and public works and building materials represented 7.0% in 2012, in virtual stagnation

compared to 2011. Credits by signature represented more than one half the global commitments of

this sector.

� Real Estate development represented 7.0% in 2012, in a virtual stagnation compared to 2011. The

commitments in this sector knew a strong growth due to the Bank’s strategy of supporting several

large scale dwelling unit projects.

By counterpart

Assessing while taking into account all the commitments concerning the same beneficiary, the

diversification is a permanent feature of the Bank’s risk policy. The extent and variety of the group’s

activity could participate therein.

This diversification is follows:

Breakdown of the bank commitments by counterpart category on December the 31st, 2012


4 Source: ATTIJARIWAFA Bank

SMB5,75%

VSE

0,13%

Retail clients other

than VSE

20,47%

Sovereign borrowers

10,34%

Institutions

11,75%

Credit companies, assim.

and performing associated activities

12,89%

Large corporations

38,67%


20

By geographic area

The following diagram reveals that the group’s activity is mainly concentrated on the Morocco market

with 81% followed by Tunisia with 7.8%. The rest is distributed among the African sub-Saharan

countries.

In Morocco, the area of Greater Casablanca represents 54 % of the bank commitments, followed by the

North-western area (23%) and the North-eastern are (5%).

V Breakdown of the bank commitments by geographic area on December 31st, 2012


This focus is explainable by:

� The fact that the areas of Casablanca and Rabat constitute the « economic, financial and

administrative heart” of the Kingdom;

� The establishment of accounts in Casablanca and Rabat of the main infrastructure projects launched

and carried out in the provinces.

By quality of portfolio

To assess all its counterparts, the Group has worked up a rating system consistent with the requirements

of Basel II. Thus, the implementation of the internal rating approach is based on the minimal

requirements enabling each credit institution to select the systems and methods best adapted to its

specific activity.

Indeed, the rating system must be characterized by two clearly separate parameters: the risk of default

by the borrower and the factors specific to the transaction. The default risk evaluation time period is

estimated to be of 1 year.

This system which is subject to regular validation and monitoring of performances must also be of a

predictive nature and also take into account human estimates.

Concerning the documentation, design of the rating system and its operational modalities must be

formalized. Especially, the aspects concerning portfolio differentiation, the rating criteria, the

responsibility of the different stakeholders, frequency of review and management involvement must be

thoroughly looked into.

The data concerning the main borrowers and the characteristics of the facilities provided must be

gathered and duly stored.

In addition, the banks must have a reliable system for verifying the accuracy and coherence of the rating

systems and procedures, as well as the estimation of all the major risk factors. They must prove to their

authority of control that the validation processes enable them to assess, in a coherent and significant

manner, the performance of their internal rating systems and assessment of risk.

Maroc

81,8%

Tunisie

7,8%

Afrique subsaharienne

9,8%

Europe

0,3%Autres

0,4%


21

Since June 2003 a first generation of internal rating systems of ATTIJARIWAFA Bank has been

developed with the technical assistance of international financing firm Mercer Oliver Wyman. This

system takes into account two parameters: a rating scale of six categories (A, B, C, D, E and F) and

estimated default probabilities (PD). The initial model was limited to five financial factors explicative

of the credit risk.

In 2010, ATTIJARIWAFA Bank Group developed a new internal rating model at the level of the bank

operating system in line with the requirements of Basel II. This model specific to companies takes into

account in addition to financial items, qualitative and behavioural items. It covers the core elements of

the bank’s commitments. Its design is based on the analysis of homogeneous classes and well proven

statistical analysis.

The rating system is essentially based on the Counterpart Rating reflecting the probability of default

over a period of observation of one year. The rating is assigned to a risk category of the rating scale

which consists of eight risk classes including one for default (A, B, C, D, E, F, G, and H).

Grade Risk level

A Excellent

B Good

C Quite good

D Average

E Mediocre

F Bad

G Very bad

H Default


The rating system is characterized by the following:

� Perimeter: company portfolio apart from local authorities, financing institution and real estate

developers;

� ATTIJARIWAFA Bank Group rating system is basically based on the Counterpart Rating reflecting

the probability of default over a period of observation of one year;

Calculation of the system rating is the result of a combination of three types of rating, i.e. financial

rating, qualitative rating and behavioural rating;

� The financial rating is based on several financial factors associated with the size, dynamism,

indebtedness, the profitability and financial structure of the company;

� The qualitative rating is based on the information regarding the market, environment,

shareholders and management of the company. This information is provided by the Network;

� The behavioural rating is based on the account structure.

� All counterpart ratings must be approved (for each instance) by the credit committee according to

the delegation of powers in force;

� The probability of default assesses solely the solvency of the counterpart, independently of the

transaction characteristics (guarantees, rankings, clauses, etc.);

� The model risk categories are graded in comparison with the risks specified by international rating

agencies;

� The rating is given to a risk category of the rating scale consisting of 8 classes grouped together in 3

categories:

� Sound counterparts: Classes A to D;

� Sensitive counterparts : E to G;


22

� Counterparts in default: class H (Doubtful, Compromised, Consolidation, Recovery, and

Provision).

� Use of internal rating: The internal rating system is currently an integral part of the assessment and

credit decision process. Indeed, upon processing of the credit proposal, the rating is taken into

account. The levels of delegation of competencies in terms of credit decisions are dependent on the

risk rating;

� Rating update: the counterpart ratings are re-examined upon each renewal application and at least

once per year. However, for customers among enterprises under surveillance (Class F, G or pre-

recovery), the Counterpart rating must be reviewed on quarterly basis. Generally, any new or

significant information must give rise to questioning of the pertinence of the Counterpart rating in

an either upwards or downwards direction.

The rating system is dynamic and its annual backlisting scheduled for:

� Testing the predictive power of the rating model;

� Verifying the proper grading of default probabilities.

For surveillance of risk quality, the risk management systems entity generates a regularly issued report

on the risk cartography according to different analysis factors (Commitment, sector of activity, pricing,

network, overdue files, etc.) and makes sure to improve the portfolio hedge ratio.

With regard to commitments the distribution of risks concerning the company perimeter is as follows:

Distribution of the bank commitments (company perimeter) by risk category on December 31st, 2012 *


* Public administrations, financing institutions and real estate companies are not included in this perimeter

A rating system for real estate development focusing on two main dimensions (customer/project) is

operational.

This approach is included in the framework of the process for compliance with the advanced methods of

Basel II.

24,5%23,2%

18,1%

14,9%15,7%

2,4%1,1%

0,1%

A B C D E F G H


23

Stock market risk

The net book value of ATTIJARIWAFA Bank investment securities on December 31st, 2012 is as

follows:

Gross book

value

Current

value

Reimbursement

value

Latent

revaluation

gains

Latent

revaluation

losses

Provisions

Transaction securities 46 495 118

46 495

118 - - - -

Bills and similar securities 31 835 858

31 835

858 - - - -

Bonds 1 400 179

1 400

179 - - - -

Other debt securities 1 364 567

1 364

567 - - - -

Equities 11 894 514

11 894

514 - - - -

Investment securities 5 754 507

5 721

243 - 95 350 33 263 33 263

Bills and similar securities 4 567 437

4 559

845 - 76 162 7 592 7 592

Bonds 1 114 940

1 108

380 - 19 188 6 560 6 560

Other debt securities - - - - - -

Equities 72 130 53 018 - - 19 111 19 111

Investment securities - - - - - -

Bills and similar securities - - - - - -

Bonds - - - - - -

Other debt securities - - - - - - KMAD - Source: ATTIJARIWAFA Bank

It is worth mentioning that the book value of the transaction securities is equal to the market value. For

investment securities, the book value is the historical value while the current value corresponds to the

market value. In the event of latent loss, a provision must be provided.

III. REGULATORY RISK

Solvency ratio

ATTIJARIWAFA Bank has a sound capital base enabling it to satisfy all of its commitments as proven

by the solvency ratio achieved at the end of 2012:

2010 2011 2012 Var.

11/10

Var.

12/11

Regulatory shareholders’ equity - MMAD (1) 18 150 18 489 21 219 1.9% 14.8%

Weighted risks - MMAD (2) 167 759 184 285 188 753 9.9% 2.4%

Solvency ratio (1) / (2) 10.82% 10.03% 11.24% -0.79 pt 1.21 pt

MMAD- Source: ATTIJARIWAFA Bank – Aggregate accounts

IV. COUNTRY RISK MANAGEMENT

The country risk, encompassing the political, economic and financial risks tends to gain a predominant

position among banking concerns.

ATTIJARIWAFA Bank has decided, in particular, to implement a country risk evaluation and

management system within the Global Risk Management division.

In FY 2012, the Risk Management and Reporting entity consolidated the follow-up and monitoring

activities in the bank and banking and financial subsidiaries, as well as the implementation of a country

risk management system


24

Country risk management system:

Deployment of the bank growth strategy at the international level as well as the provisions of the

1/G/2008 guideline of Bank Al Maghreb have motivated the establishment of a country risk

management system given the ever-growing significance of activities abroad in the Group’s global

exposure.

This system focuses on the following items:

� A country risk charter adopted by the management entity and approved by the administrative body,

constituting the reference framework governing activities generating international risks for the

bank;

� The survey and assessment of international risks: ATTIJARIWAFA Bank Group deploys its

banking and semi-banking activity in its home market as well as in foreign countries through its

subsidiaries and branch offices. In this respect, its exposure to international risks involved two types

of commitment made by the bank as a credit entity for non-resident counterparts in both MAD and

foreign currencies;

Reprocessing and calculation of exposure to country risk according to the risk transfer principle, which

enables bring out the areas and countries with high exposure (in value and in % of the shareholders’

equity) as well as the corresponding risks typologies. Thus, as indicated in the bellow diagram, we

note that 50% of the bank exposure to international risks at the end of December 2012 is focused in

countries having a risk profile graded with excellent (A1) to acceptable (A4, i.e. equivalent of

Morocco risk). For the rest, it is mainly related to strategic investment of the bank in terms of

acquisitions of African bank subsidiaries.

Distribution of country risk exposures according to Coface scale


� Consolidation rules of exposure to country risks that enables, beyond individual analysis of the

commitment per country of each subsidiary as well as headquarters, establishing an overview of the

group’s global commitment;

� Establishing and publishing a weekly report on the progress of the country risk summarizing all the

highlights occurring over the week (changes of ratings of branches and other institutions) with an

update of the “World” base on country ratings by Standard & Poor’s, Moody’s, Fitch, Coface, and

OECD, as well as the internal score to the bank and country CDS;

� Establishing an economic internal scoring of country risks reflecting the per country vulnerability

index. This score is based on a multiple criteria assessment approach combining macroeconomic

indicators, branches ratings and market data, mainly credit default swaps as a barometers of default

probability linked to each issuer;

� Development of an internal country risk political score reflecting the vulnerability of a country with

regard to political instability. This score is based on a multiple criteria assessment approach

combining the evaluation of qualitative indicators pertaining to justice (legal guarantee, regulation

environment), administration and bureaucracy, redistribution of wealth, Democracy Index as well as

6 666

3 321

1 404 1 338

3 629

1 101

2 577 16,0%

29,4%

5,9% 6,2%

22,8%

14,6%

4,5% 0,8%

A1 A2 A3 A4 B C D Others Switzerland Germany

France USA

UK Congo Mauritania Cameroon

Ivory Coast ’ Mali

Turkey Tunisia Alg e ria

Spain - Italy Portugal

Gabon Senegal-


25

the Doing Business score making enabling the study the regulations conducive to economic activity

as well as those placing limits thereupon;

� Allocation of limits, graded according to the country risk profile and the level of bank shareholders’

equity presented by area, by country, by sector, and by activity type and by maturity);

� Follow-up and monitoring of respect of limits ;

� Provisioning of the country risk according to the degradation of exposure (risk materialization, debt

rescheduling, payment default, benefits of initiatives of debt relief, etc.);

� Stress test, practiced on a quarterly basis, used to ensure the bank’s ability to stand external risk

factors (case of materialization of the political risk in Tunisia and Ivory Coast) and to measure the

impact on the capital and profitability.

In conclusion, the country risk management is covered by a system ensuring the coverage of

international risks from their origination to their final outcome.

Country risk management system


V. EXCEPTIONAL EVENTS AND LITIGATION

N/A

Establishment and

maintaining of a

continuous

portfolio

management

process for

international loansPreventive provisioning in the event

of a deteriorating country solvency

Preventive provisioning in the event of a deteriorating country

solvency

Reports and alerts on any threshold overrun registered


Authorisation of limitations by an ad hoc committee and control of limitation

compliance, as well as the strategies decided



Identification and assessment of the country risk type for

each country


each country

Assessment of the commitments relative to each country and

consolidation


consolidation

Establishment and

maintaining of a

continuous

portfolio

management

process for

international loansPreventive provisioning in the event

of a deteriorating country solvency

Preventive provisioning in the event of a deteriorating country

solvency








each country


each country


consolidation


consolidation


26

WARNING

The aforementioned information is only a part of the prospectus approved by the Conseil

Déontologique des Valeurs Mobilières (CDVM), financial authority, under reference

VI/EM/011/2013 on May 8th, 2013. The CDVM recommends reading the full prospectus

available to public in French.

résumé ni awb - aug k conv dividendes _version anglaise_

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